Hiring of Consultant for Legal Advisory Services and Amendment of the Telecommunications Act (2007) Development of a Dig-One policy, and Drafting Infrastructure Sharing Regulations.

Republic of Liberia Ministry of Posts and Telecommunications Western African Regional Digital Integration Project – Series of Projects 2 Liberia (WARDIP SOP2-Liberia) Project ID: P500628 Terms of Reference For Recruitment of a firm to conduct Legal & Transaction Advisor for the Structuring and Capitalization of the Amilcar Cabral Cable Consortium of Liberia (AC3-Liberia) | Post Title: | Legal and Transaction Advisory Consultant for AC3-Liberia. | Location of Post: | Monrovia, Liberia | Contract Duration: | 36 weeks | Reporting Line: | WARDIP Liberia/PIU through the PIU Coordinator | Recruitment Type: | Local | Type of Contract | Individual Consultant X Consulting Firm (QCBS, CQS, LCS) Non-Consulting Service (Competitive Bidding) 1.

PROJECT BACKGROUND The Government of Liberia (GoL) has received financing from the World Bank for the preparation of the West Africa Regional Digital Integration Project - Series of Projects 2 Liberia (WARDIP SOP2-Liberia). This project, which will be implemented at the national level, seeks to facilitate increased broadband access and usage in preparation for regional digital markets integration in West Africa. WARDIP SOP2-Liberia is the second phase of the Western Africa Regional Development Integration Program series of projects (DTfA – WARDIP), which builds consensus and momentum around the vision for achieving a Single Digital Market (SDM) in Africa.

It is envisioned that the project will lead to an increased secure flow of digital services within and between participating countries in Western Africa. By the end of the SOP, foundations of a SDM in Western Africa in line with the AU SDM are expected to be in place. WARDIP SOP2 builds on, and will run parallel to, investments in DTfA/WARDIP SOP1, further extending cross-border and backbone connectivity, data markets and online market environment in additional countries.

It aims to increase broadband access and usage in participating countries and to advance the integration of digital markets in Western Africa and is structured to have 5 components. • Component I. Connectivity Market Development and Integration: This component aims to provide infrastructure financing and support for an enhanced enabling environment to develop the regional broadband connectivity market. • Component II: Data Market Development and Integration: This component aims to build trust in online transactions and strengthen the security and resilience of digital infrastructure and systems, focused on focuses on enabling secure, cross-border data exchange, storage, and processing to support regional access to data-driven services, innovation, and infrastructure. • Component III.

Online Market Development and Integration: This component aims to support the development of a robust regional online market, with a focus on boosting service uptake for an integrated SDM. • Component IV. Project Management and Implementation Support. This component would provide technical assistance and capacity support for program preparation and implementation. • Component V.

Contingent Emergency Response. The component is included to help participating countries respond swiftly to eligible crises and emergencies, in case of urgent need of assistance or capacity constraints. Access to affordable, reliable, and resilient international internet connectivity is essential for Liberia’s digital transformation, economic growth, and social inclusion.

Over the past decade, Liberia has significantly strengthened its digital infrastructure through its connection to the Africa Coast to Europe (ACE) submarine cable system, financed under the World Bank–supported West Africa Regional Communications Infrastructure Program (WARCIP). The ACE system has substantially expanded international bandwidth capacity, reduced wholesale prices, and enabled growth across Liberia’s digital economy. Despite these improvements, Liberia currently relies almost entirely on a single submarine cable.

As demand for data and digital services continues to rise—driven by increased mobile data usage, digital government rollout, enterprise connectivity needs, and cloud adoption—dependence on one international link exposes the country to serious risks, including outages, rising operational costs, and vulnerability to disruptions. Strengthening the redundancy, diversity, and resilience of Liberia’s international connectivity has therefore become a national priority. To address this strategic need, the Government of Liberia, through the Ministry of Posts and Telecommunications (MoPT) and with support under the West Africa Regional Digital Integration Program (WARDIP), is advancing plans for a second international submarine cable landing in Liberia.

While the specific system has not yet been finalized, the new submarine cable initiative is expected to provide the country with additional capacity, enhanced redundancy, improved competition, and greater resilience—supporting Liberia’s long-term digital transformation ambitions. Planning for the second cable has been informed by a multi-country technical and financial feasibility assessment conducted by TACTIS, which examined future international capacity needs, technology options, landing site considerations, commercial structures, and governance arrangements across participating West African countries.

For Liberia, the assessment confirmed that a second submarine cable is both technically viable and commercially justified. It identified strong and growing bandwidth demand and the need to reduce the risks associated with dependence on ACE. These findings reinforce the urgency of establishing a second connection and the importance of designing a sound ownership, governance, and financing structure.

To ensure efficient, transparent, and sustainable management of Liberia’s stake in the future cable system, the Government and private sector actors have agreed to establish a dedicated Special Purpose Vehicle (SPV)—the Amilcar Cabral Cable Consortium of Liberia (AC3-Liberia). Liberia’s major Mobile Network Operators (MNOs) and Internet Service Providers (ISPs) have signed a non-binding Memorandum of Understanding (MoU) expressing their intention to jointly establish and capitalize the SPV. The Government of Liberia will participate as a minority shareholder, providing policy alignment and strategic oversight while e nsuring that ownership and operational control remain led by the private sector—consistent with global best practices for submarine cable wholesale governance.

The SPV will ultimately hold Liberia’s ownership interest in the second submarine cable system, including the landing station and any associated terrestrial infrastructure. To become operational, AC3-Liberia requires a complete set of legal, regulatory, commercial, and financial structuring actions, including incorporation, preparation of foundational corporate instruments, design of governance arrangements, valuation of contributions (including in-kind assets), financial modeling, assessing the need for additional investors, and preparing the SPV for financial close.

The SPV must be designed to remain fully viable even if no external investors join initially, while retaining flexibility to accommodate new private-sector or development finance institution (DFI) participation in the future. To support this effort, the Government of Liberia seeks to engage a single qualified advisory firm to provide integrated legal and transaction advisory services. The Advisor will assist the Government and the prospective shareholders in establishing AC3-Liberia as a legally compliant, financially sound, and commercially sustainable SPV capable of achieving financial close for the second submarine cable.

The integrated nature of the assignment ensures that legal, commercial, and financial dimensions are fully aligned, reducing risks and enabling the creation of a robust and professionally governed entity that will safeguard Liberia’s long-term international connectivity. 2. OBJECTIVE OF THE ASSIGNMENT The objective of this assignment is to structure AC3-Liberia as a financially viable, commercially sustainable, and operationally sound Special Purpose Vehicle (SPV) that reflects a majority private-sector ownership model with the Government of Liberia participating as a minority shareholder.

The Advisor will provide integrated legal, commercial, and financial structuring support to ensure that the SPV is established on a sound foundation and is capable of achieving financial close and operational readiness for the new cable landing. A core objective is the legal establishment and operationalization of AC3-Liberia. The Advisor will lead the drafting of all corporate legal instruments—including the Articles of Incorporation, Bylaws, Shareholders’ Agreement, Subscription Agreements, Governance Framework, and related documentation—and will manage the full registration process with the Liberia Business Registry and other national authorities.

The assignment includes ensuring compliance with Liberian company law, telecommunications regulations, tax requirements, and all World Bank/WARDIP obligations, including safeguards, transparency, and good governance standards. In parallel, the assignment aims to design and structure AC3-Liberia as a financially sustainable and bankable entity. The Advisor will assess capital requirements, develop a comprehensive financial model, and design a capital structure that reflects a majority private-sector ownership model with the Government participating as a minority shareholder.

This includes valuing all shareholder contributions, incorporating the Government’s confirmed cash equity contribution, and identifying and valuing potential in-kind contributions that could strengthen the SPV’s capital base. The SPV must remain fully viable even if no additional investors join initially, while retaining flexibility to accommodate new private-sector i